Definitions
Meanings of terms found in these Bylaws are as commonly used, as otherwise defined within these
Bylaws, or found in relevant Minnesota State Statues.
ARTICLE I - NAME AND OFFICE
1.1 NAME. As registered with the State of Minnesota through its Articles of Incorporation, the name of
the School shall be United Academy of Excellence and Leadership.
1.2 OFFICE. The registered office shall be as stated in the Articles of Incorporation. The Corporation may
have such other offices within the State of Minnesota as the board of directors may determine or as
the affairs of the corporation may require. The registered office may be, but need not be, identical
with the principal office in the State of Minnesota.
The Corporation shall have and continuously maintain a registered office in the State of Minnesota. The
registered office may be, but need not be, identical with the principal office in the State of Minnesota.
ARTICLE II - PURPOSE
2.1 PURPOSE. The purposes for which the School is organized are stated in its Articles of Incorporation.
ARTICLE III - MINNESOTA LAW
COMPLIANCE
COMPLIANCE. The governance of the Corporation will at all times be in accord with the provisions of
MN Stat. §317A (Nonprofit Corporations), MN Stat. §124E (Charter Schools) and §124E.20 (Revenue for
a Charter School), MN Stat. §13D.01 et. seq (Minnesota Open Meeting Law), and such other provisions
of Minnesota laws therein referenced.
ARTICLE IV - MEMBERSHIP
MEMBERSHIP.
The school shall have no members.
ARTICLE V - BOARD OF DIRECTORS
5.1 GENERAL POWERS. As may be amended from time to time, the affairs of the Corporation shall be
managed by its Board of Directors. Except as limited by the Articles of Incorporation, these Bylaws,
Minn. Stat. 124E (Charter Schools), Minn. Stat. 13D (the Open Meeting Law), Minnesota
Government Data Protection Act, Federal and State laws and regulations for individual data privacy
matters, and by law then in effect, the Board of Directors shall have the power and authority to do
all acts and perform all functions that the Corporation may do or perform.
5.2 DIRECTOR RESPONSIBILITIES. Board members are expected to be good stewards of the Corporation,
attend all board meetings, actively participate in Board activities, attend Department of Educationapproved training as may be required from time to time, and comply with all state and federal laws
that pertain to Minnesota Charter schools.
5.2.1 Duties of Care, Loyalty and Obedience.
a. Performance of Duties. Each Director shall perform all duties of a Director, including duties on any Board Committee, in good faith, in accordance with the vision, mission, values and
purpose of the Corporation, in a manner the Director believes to be in the Corporation’s best
interest and with such care, including reasonable inquiry, as an ordinary prudent person in a like
position would use under similar circumstances, taking precautions to avoid any reasonably
foreseeable harm that might come to others or to the Corporation, never for personal gain, to reach
organizational goals, while following the rules, policies and guidelines of the Corporation, City,
County, State and Federal laws as they apply.
5.3 NUMBER AND COMPOSITION. At all times, the Board of Directors shall consist of at least five (5) but
no more than eleven (11) nonrelated members, excluding ex officio non-voting Directors, if any, as
determined by the Board from time to time. and include: (i) at least one licensed teacher employed
at the school or a licensed teacher providing instruction under a contract between the School and a
cooperative; (ii) the parent or legal guardian of a student enrolled in the charter school; and (iii) an
interested community member who is not employed by the charter school and does not have a child
enrolled in the school. The chief financial officer and the chief administrator are ex-officio nonvoting
board members. The Board of Directors and board membership shall be in accord with the
provisions of MN Stat. 124E.07 Subd. 3 (or successor statute), provided that (a) in no circumstance
will teachers comprise a majority of the Board of Directors, and (b) other than as set forth in the
foregoing, no specific majority will be required. At all times the board must have a parent, a licensed
teacher and a community member as Directors.
a. Charter school employees who are not licensed teachers shall not serve on the board.
Contractors providing facilities, goods, or services to the school shall not serve on the board. An
individual may not serve on the board if an immediate family member is an employee of the school.
The definition of immediate members is defined by Minnesota State Statues, section, 124E.02(b)(3).
b. Advisors to the Board of Directors. The following may, by Board action, sit as non-voting
advisors ex officio to the Board of Directors:
• The Corporation’s Executive Director or chief administrator, and its Chief Financial Officer;
• A representative of the Corporation’s Parent-Teacher Organization, fundraising
foundation, or other similar ancillary organization, if any.
• Representatives of other parts of the organization as determined necessary by a quorum
of the Board of Directors.
5.4 GOVERNANCE STRUCTURE. While parents or legal guardians of students enrolled in the school
often retain a majority vote, the board structure also allows for no clear majority. The process and
procedures for changing the board's governance structure will remain consistent with chapter
317A and Minnesota Statutes, section 124E.07, Subdivision 4. The board may change its
governance structure only:
a. by a majority vote of the board of directors and a majority vote of the licensed teachers
employed by the school as teachers, including licensed teachers providing instruction
under a contract between the school and a cooperative; and
b. with the authorizer's approval.
c. Any change in board governance structure will conform with the composition of the board
established under Article V, Section 5.3 of these bylaws.
d. The governance of the Corporation will at all times be in accordance with the provisions of
Minnesota Statutes, section 124E (Charter School Law) and such other provisions of
Minnesota law applicable to charter schools.
5.5 INTERIM BOARD OF DIRECTORS. Beginning with the creation of the Corporation, the affairs of the
Corporation shall be managed by an interim Board of Directors until Directors are elected pursuant
to Section 6 below, which must occur prior to the end of the third full academic year of operation
as a charter school. The interim Board of Directors may be comprised of the founders and other
individuals nominated by and approved by the founders to serve on the Board of Directors. Interim
Directors, including founders, shall hold office until their successors are duly elected pursuant to
the first election in the third full academic year and Section 5.8 below, or until their earlier death,
resignation, or removal from office. Founders shall either be elected as voting Directors or switch
to non-voting ex officio status no later than the date upon which the last class of Interim Directors
is replaced by election pursuant to Section 5.8, or such earlier time as determined by the Board.
5.6 TERMS
5.6.1 ONGOING BOARD MEMBERS. Board members are elected at the Annual Meeting for a term of
three (3) years (unless the Board specifically designates a shorter duration). Directors shall hold
office for a three (3) year term or until the director dies, resigns, is removed or the term
otherwise expires as provided by law or by the Bylaws of this Corporation. At no time will all
Board positions be up for election in the same year. Board members are eligible for re-election
for up to three (3) consecutive terms.
5.7 NOMINATION PROCESS. Beginning 90 days in advance of the Corporation's annual meeting, the
Board of Directors will solicit nominations for all of the Directorate positions that will be filled at the
next annual meeting. Nominees will be interviewed and informed about the roles and duties of
board members for the Corporation. The Board of Directors will compile the list of nominees and
notify the eligible voters of the nominees for each position 30 days before the date of the annual
meeting.
5.8 ELECTIONS. The election of the Board of Directors shall be in compliance with Section 124E.07
of the Minnesota Statutes. Election of Directors shall take place at the annual meeting as described in
Article VI, Sections 6.5 and 6.6, below.
5.8 ELECTIONS. The election of the Board of Directors shall be in compliance with Section 124E.07
of the Minnesota Statutes. Election of Directors shall take place at the annual meeting as described in
Article VI, Sections 6.5 and 6.6, below.
5.8.1 Staggered Terms. The election of Directors shall be in compliance with Minn. Stat. Section
124E.07 (or successor statute). Except for ex officio non-voting Directors, the Board of Directors shall
be divided into three (3) classes of Directors so that the terms of office of approximately one-third
(1/3) of the Directors shall expire each year. The Board Secretary shall maintain a schedule of the
classes and terms of office for all seats on the Board of Directors. Each seat will be designated for a
parent, community, or teacher member by the Board and remain in that designation.
5.8.2 Eligible Voters and Voting. To the extent required by applicable law, staff members who are
employed by the Corporation at the time of the election, including teachers, existing Directors of the
Corporation, and parents/legal guardians of students enrolled at the School at the time of the
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election, may participate in the annual election of Directors.
5.8.3 Notice of Meeting. Notice of the annual meeting shall be provided to all Eligible Voters as
described in Article IV, Section 8, below.
5.9 VOTING. Each member of the Board of Directors shall have the power to exercise one (1) vote on all
matters to be decided by resolution of the Board. The affirmative vote of a majority of a quorum of
Board members shall constitute a duly authorized action of the Board.
5.10 RESIGNATION AND REMOVAL. Directors may resign at any time, effective immediately or at a
specified later date, by giving written notice to the Board Chair or the Secretary of the Corporation.
Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to
make it effective. A director may be removed at any time, with cause, by a two-thirds (2/3) vote of a
majority of all remaining directors of the Corporation. Board members missing more than two (2)
regularly scheduled board meetings per year may be removed with cause.
5.11 VACANCIES. Unless otherwise provided by Minnesota Statutes, Section 317A.227, vacancies of
the Board of Directors caused by death, disqualification, resignation, disability, removal or such
other cause shall be filled by appointment of a new director by the affirmative vote of a majority of
the remaining directors, even if less than a quorum. A director filling a vacancy shall hold office until
the end of the term for the seat which that Director holds or the next annual election of directors, whichever first occurs.
5.12 COMPENSATION. Directors, as such, shall not receive stated salaries for their services.
Directors may be reimbursed for reasonable out-of-pocket expenses, as the Board of Directors from
time to time determines to be directly in furtherance of the purposes and in the best interests of the
School.
5.13 MANAGEMENT AND ADMINISTRATIVE EMPLOYEES. The Corporation may have such
management and administrative employees as from time to time are determined necessary by the
Board of Directors. Such employees shall be appointed in a manner, have the duties and
responsibilities and hold their positions for the time prescribed by the Board of Directors.
5.14 Compensation. The employees of the Corporation may be paid such reasonable
compensation, if any, for their services rendered to the Corporation in such capacity, and may be
reimbursed for reasonable out-of-pocket expenses, as the Board of Directors from time to time
determines to be directly in furtherance of the purposes and in the best interests of the
Corporation.
5.15 DIRECTOR CONFLICTS OF INTEREST. Directors must comply with MN Stat. 124E.07 subd.3 and
MN Stat. 124.14 regarding conflict of interest. In addition, all directors are expected to fully disclose
all conflicts or potential conflicts of interest and refrain from selecting, awarding, administering, or
voting on any such matter.
ARTICLE VI - MEETINGS
6.1 OPEN MEETINGS. Meetings of the Board of Directors and all Standing and Ad Hoc Committees shall
comply with the Minnesota Open Meeting Law, Minn. Stat. Section 13D, as amended (or successor
statute.
6.2 REGULAR MEETINGS. Regular meetings of the Board shall be held a minimum of ten times a year at
a time and place to be set by the Board, with notice of the time, place, and date published in
accordance with Minnesota Open Meeting Law, MN Stat. 13D et. seq.
6.3 SPECIAL MEETINGS. A special meeting of the Board of Directors may be called upon the written
request of one-half (1/2) of the Directors. Any Director may call a special meeting in accordance
with Minn. Stat. Section 13D (or successor statute). Such meeting shall be in accordance with
Minnesota Open Meeting Law. Such notice shall contain the date, time, place, and purpose of the
meeting.
6.4 EMERGENCY MEETINGS. When circumstances require the immediate consideration by the Board of
Directors, such as an emergency situation involving health, safety and/or security, the Board may
call an emergency meeting in accordance with the procedures set forth in Open Meeting Law,
Minnesota Statutes, §13D.04, Subdivision 3.
6.5 ANNUAL MEETING. The Annual Meeting of the Board of Directors shall be held in May on a day in
which the School is in session for the purpose of presenting reports by the Board Chairperson,
Treasurer, Executive Director and other designated individuals or groups on the activities,
achievements, and financial condition of the school. Elections for open seats on the Board of
Directors will take place in accordance with Section 124E.07 of the Minnesota Statutes at the Annual
Meeting and the results will be presented at the Annual Meeting. The Annual Meeting will be
advertised to invite all employees, parents, and interested community members to attend.
6.6 MEETING NOTICE. Meetings of the Board shall be held at a time and place to be set by the Board,
with notice of the time, date, and place provided to the directors and all constituents in accordance
with Minnesota Open Meeting Law.
6.7 CANCELLATION OF MEETINGS. The Board Chair may cancel a meeting with reasonable cause
6.8 ADJOURNMENT. A majority of the Directors present at a meeting, may adjourn the meeting to
another time and place. Notice of the time and place of holding an adjourned meeting must be
given in accordance with Minn. Stat. 13D, Open Meeting Law.
6.9 QUORUM AND ADJOURNED MEETING. A duly called meeting at which at least a majority of the
members of the Board of Directors are present shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors. If, however, such quorum shall not be present at
any such meeting, the director or directors present thereat shall have the power to adjourn the
meeting. If a quorum is present when a duly called meeting is convened, and later enough directors
withdraw from the meeting so that less than a quorum remains, no further business can be
transacted and the Board Chair may adjourn the meeting.
6.10 MEETINGS BY INTERACTIVE TECHNOLOGY. Members of the Board of Directors or of any
committee, as applicable, may participate in a meeting of the Board of Directors or any committee
by means of interactive technology as long as the following conditions of Minn. Stat. 13D.02 are
met.
ARTICLE VII - COMMITTEES OF THE BOARD
7.1 COMMITTEE FORMATION. The Board of Directors may, by resolution passed by a majority of the
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Board of Directors, designate, define the authority of, set the number and determine the identity of,
members of one or more committees. The Board may, by similar vote, designate alternate or
replacement members of any committee. Committee members need not be members of the Board
of Directors. The Board Chair shall be an ex-officio member of all committees unless the Board Chair
serves as a member of such committee.
7.2 AUTHORITY OF COMMITTEES. Each committee shall be under the direction and control of the Board
and shall keep regular minutes of its proceedings. All committee recommendations are subject to
Board approval at a regular meeting of the Board.
7.3 PROCEDURES FOR CONDUCTING MEETINGS. Committee activities shall be conducted such that they
will advance the best interest of the School. The meetings of all committees shall be open to
attendance by all directors, but such directors may not vote unless they are members of that
committee.
7.4 STANDING COMMITTEES. The Board of Directors may maintain committees, including, without
limitation, the following committees:
a. Academic Excellence Committee. The Academic Excellence Committee shall be responsible for
ensuring that overall curricular policy remains faithful to the Corporation’s vision, mission,
values and purpose, for reviewing curriculum design on a regular basis and making
recommendations to the Board of Directors on adoption of curriculum materials, and such other
duties as are deemed appropriate and necessary by the Board of Directors.
b. Budget and Finance Committee. The Budget and Finance Committee shall be responsible for
presenting an annual budget to the Board of Directors, making recommendations to the Board
of Directors on long-range financial and facilities planning, monitoring contracts for bookkeeping
services, ensuring compliance with state financial procedures, and such other duties as are
deemed appropriate and necessary by the Board of Directors. The Budget and Finance
Committee shall be chaired by the Treasurer.
c. Governance Committee. The Governance Committee shall be responsible for monitoring and
advising the Board of Directors on policy reviews, preparations for board self-evaluations,
Executive Director evaluation, elections, and other duties as are deemed appropriate and
necessary by the Board of Directors.
7.5 AD HOC COMMITTEES. The Board of Directors may, at its discretion, create Ad Hoc Committees to
address specific subjects of concern to the Board. The resolution creating a committee shall specify
the purpose, duration, powers and responsibilities of the committee. The Board of Directors shall
appoint a chair, who may, but need not be a Director. The Board of Directors may remove an Ad Hoc
committee chair at its discretion.
7.6 ADVISORY COMMITTEES. The Board of Directors may, at its discretion, create Advisory Committees
to keep the Board informed and to make recommendations on an ongoing basis in any area of the
operation and management of the Corporation that it deems desirable. The resolution creating the
committee shall specify the purpose, duration, powers and responsibilities of the committee. The
Board of Directors shall appoint a chair, who may, but need not be a Director. The Board of Directors
may remove an Advisory committee chair at its discretion.
7.7 PARLIAMENTARY AUTHORITY The Board of Directors will follow the Democratic Rules of Order or
similar framework, in the conduct of its meetings.
ARTICLE VIII - OFFICERS
8.1 OFFICERS. The officers of the School shall be elected by the Board for one (1) year terms, and shall
consist of a Board Chair, Vice Chair, Treasurer, and Secretary who must be concomitantly serving on
the Board of Directors. The Board may appoint such additional officers with such duties as it deems
advisable. Any officer may be removed at any time prior to the expiration of his or her term by
affirmative vote of a majority of the Board. Any officer may resign at any time. Such resignation shall
be made in writing to the Board Chair, or Secretary of the Corporation, and shall take effect at the
time specified therein or, if no time be specified, at the time of its receipt by the Board Chair or
Secretary. The acceptance of a resignation shall not be necessary to make it effective. Duties of the
officers shall be as follows:
8.2 BOARD CHAIR. The Board Chair shall act as the chairman of the Board of Directors and exercise the
functions of the office of the president of the Corporation. The Board Chair, when present, shall
preside at all meetings of the board; see that orders and resolutions of the board are carried into
effect; sign and deliver in the name of the School deeds, mortgages, bonds, contracts, or other
instruments pertaining to the business of the School, except in cases in which the authority to sign
and deliver is required by law to be exercised by another person or is expressly delegated by the
School's organizational documents or by the board to another officer or agent of the School;
maintain records of and, when necessary, certify proceedings of the Board; and perform other
duties prescribed by the board or by Minnesota Statutes, Section 317A.305, subd. 2.
8.3 VICE CHAIR. The Vice Chair shall act in the capacity of the Chair whenever the Chair is absent or
unable to attend to the School's business. The Vice Chair shall perform other such duties prescribed
by the board from time to time or by Minnesota Statutes, Section 317A.311.
8.4 SECRETARY. The Secretary shall keep the minutes of all Board Meetings; in the absence of the
Secretary, another Board member will act as secretary. In addition, the Secretary will see that all
notices are duly given regarding Board meetings, be custodian of all documents and records
belonging to the Corporation and perform such other duties as may be prescribed by the Board of
Directors or the Board Chair from time to time.
8.5 TREASURER. The Treasurer shall Chair the Board's Budget and Finance Committee; Oversee
accurate accounts of all monies of the Corporation received or disbursed; Verify the deposit of all
funds, drafts, and checks in the name of, and to the credit of, the Corporation in such banks and
depositories as the Board of Directors shall from time to time designate; Have the care and custody
of the corporate funds and securities; Disburse the funds of the Corporation as ordered by the
Board of Directors, making proper vouchers, therefore; and Perform such other duties and have
such other powers as may from time to time be prescribed by the Board of Directors or by the Board
Chair.
ARTICLE IX - DISTRIBUTION OF ASSETS
9.1 RIGHT TO CEASE OPERATIONS AND DISTRIBUTE ASSETS. By a two-thirds (2/3) vote of all directors,
the Board of Directors may resolve that the Corporation cease operations and voluntarily dissolve.
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Such resolution shall set forth the proposed dissolution and direct designated officers of the
Corporation to perform all acts necessary to affect dissolution. If such cessation and distribution is
called for, the Board of Directors shall set a date for commencement of the distribution.
9.2 CESSATION AND DISTRIBUTION. When cessation of operations and distribution of assets has been
called for, the Board of Directors and the designated officers shall cause the Corporation to
discontinue its regular business activities and operations as soon as practicable and shall liquidate
and distribute all the Corporation’s assets to other entities in accordance with Minnesota Statutes,
Section 317A.735 and in accordance with the Articles of Incorporation. Notice of intent to dissolve
shall be filed with the Secretary of State, pursuant to Minnesota Statutes, Section 317A.723.
ARTICLE X - INDEMNIFICATION
10.1 INDEMNIFICATION. Each director, officer, and employee of the School, past or present, and
each person who serves or may have served at the request of the School as an appointed
representative, shall be indemnified by the School, for actions taken and decisions made by such
persons on behalf of this School, in accordance with, and to the fullest extent permitted by MN Stat.
317A.521.
10.2 LIMITATION ON INDEMNIFICATION. The School shall not be obligated to indemnify a board
member who has violated Minn. Stat. 124E.07 subd. 3(b). The School shall not be obligated to
indemnify any other person or entity, except to the extent such obligation shall be specifically
approved by resolution of the Board of Directors.
10.3 INSURANCE. In accordance with MN 124E.09, the School shall obtain at least the amount of
and types of insurance up to the applicable tort liability limits under MN Stat. 466. A copy of the
insurance policy must be submitted to the School’s authorizer and the commissioner before starting
operations. Changes in the School’s insurance carrier or policy must be submitted to the authorizer
and commissioner within 20 business days of the change.
ARTICLE XI - FINANCIAL MATTERS
11.1 FISCAL YEAR. The fiscal year of the Corporation shall be from July 1 of one calendar year to
June 30 of the following calendar year.
11.2 ACCOUNTING SYSTEM. The Board of Directors shall cause to be established and maintained, in
accordance with generally accepted accounting principles applied on a consistent basis, an
appropriate accounting and financial reporting system for the School.
11.3 ANNUAL AUDIT. The Board of Directors shall engage an independent auditor to annually audit
the records and books of the School. The Secretary and Treasurer shall submit all records and books
of the School for examination by the auditor as requested. Pursuant to MN Stat. 124E.16 subd. 1,
the School will submit an audit report to the commissioner and its authorizer by December 31 each
year.
11.4 DOCUMENTS KEPT AT REGISTERED OFFICE. The Board of Directors shall cause to be kept at
the registered office of this Corporation all records required by the Minnesota Open Meeting Law
and originals or copies of:
11.4.1 Records of all proceedings of the Board of Directors and all committees;
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11.4.2 Records of all votes and actions of the members;
11.4.3 All financial statements of this Corporation; and
11.4.4 Articles of Incorporation and Bylaws of this Corporation and all amendments and
restatements thereof.
CERTIFICATE The undersigned Secretary of United Academy of Excellence and Leadership, [a Minnesota
nonprofit corporation], does hereby certify that the foregoing Bylaws are the bylaws adopted for the
Corporation.
________________________________________________________
Secretary, United Academy of Excellence and Leadership
Adopted October 24, 2022
Revised December 20, 2022